===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
-------------------
OXFORD GLYCOSCIENCES PLC
(Name of Subject Company)
--------------------
OXFORD GLYCOSCIENCES PLC
(Name of Person Filing Statement)
-------------------
Ordinary Shares, par value (pound)0.05 per share and
American Depositary Shares, each representing one Ordinary Share
(Title of Class of Securities)
(Ordinary Shares)
691464101 (American Depositary Shares)
(CUSIP Number of Class of Securities)
John Ilett
Company Secretary
Oxford GlycoSciences Plc
The Forum, 86 Milton Park
Abingdon
United Kingdom OX14 4RY
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
With a Copy to:
John J. McCarthy, Jr., Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
|X| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
===============================================================================
[GRAPHIC OMITTED]
PRESS RELEASE
26 February 2003
Not for release, publication or distribution in, into or from Australia, Canada
or Japan
OXFORD GLYCOSCIENCES PLC ("OGS" OR THE "COMPANY") RESPONSE
TO INADEQUATE CELLTECH OFFER
OGS has noted Celltech's cash offer to acquire the Company announced this
morning. The value of the offer of 182p per share in cash wholly undervalues
the business and cash of OGS. It denies OGS shareholders any opportunity to
participate in the future value of OGS' research and development pipeline.
In particular, the offer represents:
o a 26% discount to the cash per OGS share of 245p as at 31 December 2002;
o a 7% discount to the closing share price yesterday as well as the value of
the offer announced by CAT on 23 January 2003;
o a low acquisition premium of only 19% to the share price of OGS of 152.5p
per share on 22 January 2003, the day prior to the announcement of the CAT
offer.
As OGS announced last week, it has been approached by several potential
offerors under rule 20.2 of the City Code on Takeovers and Mergers to evaluate
data as part of due diligence. Any offer will be considered by the OGS Board
and assessed on its ability to create short-term as well as long-term value for
OGS shareholders.
David Ebsworth, CEO of OGS, said:
"This inadequate cash offer is a spoiling tactic by Celltech. It is clearly
opportunistic and a bid to acquire OGS on the cheap. We have no hesitation in
rejecting the offer - it significantly undervalues OGS and provides our
shareholders with no upside and no opportunity to share future benefits."
For further information please contact:
Oxford GlycoSciences Plc +44 (0) 1235 208 000
David Ebsworth, Ph.D., Chief Executive Officer
Goldman Sachs International +44 (0) 20 7774 1000
Michael Hill
Basil Geoghegan
Financial Dynamics
UK Media and Investors +44 (0) 20 7831 3113
Tim Spratt
Melanie Toyne-Sewell
US Media and Investors +1 212 850 5626
Leslie Wolf-Creutzfeldt
Deborah Ardern Jones
Goldman Sachs International is acting for OGS and for no-one else in connection
with this announcement and will not be responsible to any other person for
providing the protections afforded to clients of Goldman Sachs International or
for providing advice in relation to the Offer or the contents of this
announcement.
This announcement does not constitute an offer to sell or invitation to
purchase any securities or the solicitation of any vote or approval in any
jurisdiction.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.
-Ends-